§ 27-1-11-3 — Articles; submission to shareholders, members, or policyholders; vote required; eligibility to vote

(a) The resolution of the board of directors
approving the articles of reorganization shall direct that the articles be
submitted to a vote of the shareholders, members, or policyholders of
such corporation entitled to vote in respect thereof, at a designated
meeting thereof, which may be an annual meeting of shareholders,
members, or policyholders or a special meeting of the shareholders,
members, or policyholders, entitled to vote in respect thereof. If the
designated meeting is an annual meeting, notice of the submission of
the articles of reorganization shall be included in the notice of such
annual meeting. If the designated meeting is a special meeting of the
shareholders, members, or policyholders entitled to vote in respect
thereof, such meeting shall be called by the resolution designating the
meeting, and notice of such meeting shall be given at the time and in
the manner as provided in IC 27-1-7-7.
(b) The articles of reorganization so approved shall be submitted to
a vote of the shareholders, members, or policyholders entitled to vote
in respect thereof at the meeting directed by the resolution of the board
of directors approving the articles, and shall be adopted upon receiving
the affirmative vote of the holders of two-thirds (2/3) of the outstanding
shares entitled to vote in respect thereof, if a stock company, or not less
than two-thirds (2/3) of the members or policyholders present and
voting at such meeting, if other than a stock company. The
shareholders, members, or policyholders of a corporation entitled to
vote in respect of the organization of such corporation shall be the
shareholders entitled to vote under IC 27-1-7-8 and the members or
policyholders entitled to vote under IC 27-1-7-9.
Formerly: Acts 1935, c.162, s.141. As amended by
P.L.252-1985, SEC.55.